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Virgilio

11/10/16 5:08 PM

#82600 RE: Truthfan #82598

Two key passages:

1) About financing: "While this issue is being addressed, the Company has entered into a debt financing. On November 4, 2016, the Company entered into Promissory Note Agreements (the “Notes”) for $2.5 million principal amount. The Notes are not convertible; they have one-year maturity and 10% annual interest, with the interest payable at maturity. No equity or derivative equity securities were issued in connection with this transaction."

2) Another Nasdaq issue on repricing warrants:

On November 7, 2016, the Company received a letter from Nasdaq indicating that certain of the Company’s financing transactions did not comply with Nasdaq rules. The Nasdaq Staff had determined to aggregate a series of transactions that were completed with various unrelated parties between May 15, 2016 and October 13, 2016 for purposes of assessing whether the 20% threshold for shareholder approval had been triggered for issuances priced below the applicable market price. These transactions included repricing of existing common stock purchase warrants and issuances of new common shares and common stock purchase warrants.

The Company and its representatives are in discussions with the Nasdaq Staff regarding available avenues for remediation, and the Company intends to submit its plan of remediation to Nasdaq on or before the November 18, 2016 deadline established by Nasdaq. If Nasdaq does not accept the plan of remediation, Nasdaq may issue a notice of delisting.